IVT SOFTWARE INC - FORM 10-K

IVT SOFTWARE INC - FORM 10-K - July 7, 2010

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IVT SOFTWARE INC Reports

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EX-32.1 - IVT SOFTWARE INC	exh_32-1.htm
EX-31.1 - IVT SOFTWARE INC	exh_31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED APRIL 30, 2010

Commission File Number: 000-53437

IVT SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

NEVADA		74-3177586
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

196 North Crest Place

Lakewood, NJ 08701

(Address of principal executive offices, including zip code)

Tel: 732-901-7472

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $0.0001 par value per share

Title of class		Name of each exchange on which registered
Common Stock. $0.001 par value per share		None

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes x No o

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o

Non-accelerated filer o (Do not check if smaller reporting company)		Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

The aggregate market value of the voting and non-voting common equity held by non-affiliates was $42,575

As of July 7, 2010 , the Registrant had outstanding 13,419,167 shares of Common Stock with a par value of $0.001 per share.

IVT SOFTWARE, INC.

INDEX

		PAGE NO
PART I

ITEM 1	BUSINESS	3
ITEM 2	PROPERTIES	8
ITEM 3	LEGAL PROCEEDINGS	8
ITEM 4	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	8

PART II

ITEM 5	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS	8
ITEM 6	SELECTED FINANCIAL DATA	8
ITEM 7	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	9
ITEM 7A	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	11
ITEM 8	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	F-1
ITEM 9	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	12
ITEM 9A(T)	CONTROLS AND PROCEDURES	12
ITEM 9B	OTHER INFORMATION	12

PART III

ITEM 10	DIRECTORS AND EXECUTIVE OFFICERS	13
ITEM 11	EXECUTIVE COMPENSATION	14
ITEM 12	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	16
ITEM 13	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,	15
ITEM 14	PRINCIPAL ACCOUNTANT FEES AND SERVICES	15

PART IV

ITEM 15	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	15

SIGNATURES		15

ITEM 1. BUSINESS

The Company was incorporated on March 15, 2006 as IVT Software, Inc. by Certificate of Incorporation issued pursuant to Nevada state law. Martin Schwartz is our sole officer and director, as well as our controlling stockholder. We currently have no other employees. Our executive offices are located presently at, 196 North Crest Place Lakewood, NJ 08701

The Company does not have any subsidiaries, affiliated companies or joint venture partners.

Business Overview

We are a development stage Company organized for the purpose of providing computer software education in the comfort of one's own home. Our products include an assortment of tutorials on software written by Microsoft, Adobe, Macromedia, as well as a variety of illustrative, graphic design and web design. The tutorial lessons are played as movies and operate on Quick Time player. Our software is manufactured with these programs conveniently installed, so that the CD'S are entirely self-sufficient. With all necessary components contained on each disc, the user will effortlessly launch the lessons and quickly begin to learn. Each tutorial begins the user with an introduction lesson, which is then followed by a complete index of program tools. Appropriately categorized for easy recognition, the index is arranged as a list of icons so that tools can be learned at the user's own pace. When an icon is clicked, that specific lesson will play. Any feature of a particular program that may be learned in a classroom, or any tool explained in a manual will be taught from the lessons on the disc.

On April 1, 2009, the Company launched its website at its domain location www.computertutorialcds.com to enable on line purchasing of the computer tutorials. Website also provides access to the tutorials on line for a membership fee, enabling a member to learn the tutorials at their own pace using our learning application infrastructure on line at our website.

To date, we have generated no sales on our tutorials. We will need to raise substantial funds in order to launch a broad marketing campaign to attract clients for our services in order to become a viable business.

Under Section 405 of the Securities Act we are defined as a shell company based on our nominal operations and assets consisting primarily of cash, our non-exclusive licensing agreement, fixed assets including a CD Replicator, and our website.

Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can become a viable business unless (1) we obtain additional capital to market and advertise our website in order to attract users and (2) thereafter we become successful in generating sufficient revenues to cover our expenses and grow our business.

The Licensing Agreement:

On March 16, 2006 the Company entered into a non-exclusive licensing agreement with Mario Rizzo, the owner of the intellectual properties which include a series of computer tutorials. The Company paid a one time fee of $1,500. The duration of this license is self renewing and will never expire. The agreement allows the Company to reproduce and sell unlimited copies of the CD'S without any further payments to the licensor. Company is not obligated to pay any royalties on the proceeds we generate from the sale of the CD's. The computer tutorial series consists of the following computer titles.

Windows XP

Excel XP

Flash MX

Visual Basic 6.0

Access XP

PowerPoint XP

PhotoShop 7.0

Ebay Training Tutorial

Word XP

Dream Weaver MX

PhotoShop CS

Products And Services:

The Company's products and services consist of computer tutorial CD'S which we plan to make available in the following formats:

·	Our computer tutorials are available to be purchased on our website located at our domain location at www.computertutorialcds.com via payment using credit cards or Paypal.

·	Purchasing a membership to our learning infrastructure which will be available on the Company's domain location enabling a user to log on to the Company's website and take online courses of the Company's tutorials.

Our tutorials are instructed by industry professionals and demonstrated in specific detail. Manufactured to operate with simplicity and ease, they will run themselves from any CD-ROM drive. Subsequently an index of icons will appear. With the simple clicking of an appropriately titled icon, a lesson will play during which the viewer can learn the various tools of an interface. The lessons are thorough, the learning is fun, and in a matter of minutes anyone can begin learning the tutorials.

The Company's tutorials consist of the following titles which includes a brief description of the course.

Word XP

The word processing course involves Microsoft Word, one of the elements of the powerful Microsoft Office package. You will learn to create standard business letters. Then we pop the program up to the next level where you learn to customize those letters to be a work of art. There are built-in tools to help. The cute little paper-clip guide called the Office Assistant can with its pop up information bubbles can guide you to make good letters, great! You are given a choice of using existing templates or customize your own. Last your are show the way to mass mailing freedom by using mail merge to send the same letter to many individuals with each one addressed to a different person with no extra typing on your part. This is a 4 hours course. You will learn virtually everything you need to know about Word XP.

Access XP

Whether an advanced or first time database user, Access XP delivers powerful tools for managing and analyzing data. Learn efficient database design, how to create effective tables and the secrets of querying. Know the logistics of data types and Auto-number fields. Also, see how to create and edit reports, charts and easy-to-use Switchboard forms. Learn at your own pace

· Build exactly the skills you need

· Master the tools for building a database that makes information easier to find and use

· Link to data from other Microsoft Office applications, HTML and XML files, and other databases

· Use forms, filters, queries, and reports to capture and analyze data

· Learn ways to prevent data corruption and unauthorized access

· Share your data with colleagues and customers through interactive Web pages

· Prepare for the Microsoft Office User Specialist (MOS) exam

This is a 6 hours course. You will learn virtually everything you need to know about Access XP

Excel XP

Excel, the electronic spreadsheet is one of the most complicated and difficult to navigate programs without a guide. Enter this tutorial to the rescue. Let's say you want to set up a spreadsheet to manage your business or home finances. You diligently enter each category of numbers and you can program the column to give you a total at the bottom all without a calculator. There are other formulas available to multiply and other complicated math equations at the touch of a button. This is a very flexible program with the ability to move or shift columns and rows to make custom spreadsheets and invoices for business. After watching this amazing CD you will also know how to add 3D Effects and Charts to make any financial presentation very compelling.

This is a 4 hours course. You will learn virtually everything you need to know about Excel XP.

PowerPoint XP

This is one of the programs also bundled in Microsoft Office and the least understood. It is an aid to build powerful slide presentations for business meetings and employee training seminars. Our tutorial will teach you how to create a custom background and then apply animation over that to make your point in an interesting and engaging way. Then you can jazz up the show with photos and Excel Spreadsheet charts or sound recordings to make the entire presentation snap. Last you will learn how to run the slide show or burn a copy so you can give out promotion CD'S to important clients to take with them and view over and over. The whole package makes your company and the each presentation look and feel powerful.

This is a 4 hours course. You will learn virtually everything you need to know about PowerPoint XP.

Flash MX

Macromedia's Flash MX is a wonderful tool for the creation of incredible web sites. This tutorial is aimed at designers, those who create graphical Flash content, such as animations, interactive web navigation controls, interactive web sites, games and movies. Your instructor starts off slowly by introducing you to the interface, setup, and the basics of Flash you need to know to get started. You learn the difference between vector and bitmap graphics. He guides you through the many tools available. From there, he takes you through panels, timelines and creating artwork. You will also learn to import sound, control movie clips, and activate buttons and much, much, more. There are 125 step-by-step narrated movies in this through tutorial.

This is a 6 hours course. You will learn virtually everything you need to know about Flash MX..

Dreamweaver MX

Use this powerful program to create a dynamic Website for your customers or yourself. Learn to integrate your workspace with Flash and how to write code faster than ever before. There are tools in the Dreamweaver MX program including Site Set-Up Wizard and Pre-Built layouts, how to construct HTML forms to make a website that can be customized to suit any business. Add text and graphics to customize a template site, work with frames and framesets a well as cascading style sheets to make your work look very impressive. You will be able to use Tables and the Layout View to maintain your website. The more you learn the hotter your sites will look. Drive web traffic to any business or service and fun learning too.

· Build professional Web sites and Internet applications

· Integrated workspace shared with Flash MX and Fireworks MX

· Write code faster than ever before

· Site setup wizard helps configure site information instantly

· Get started quickly with pre-built layouts and code.

This is a 6 hours course. You will learn virtually everything you need to know about creating professional websites.

Photoshop 7.0

Photoshop is the leading digital image editing application for the Internet, print, and other new media disciplines. It has become a “killer app”, embraced by a wide spectrum of developers.

Traditionally, Photoshop has been and continues to be a print industry standard. There is a very strong chance that almost every photographic image you've seen in print (posters, books, magazines, flyers, etc.) has been prepared in Photoshop. The powerful features that make Photoshop the standard for print images are also just as useful for Internet and display-based images (video and computer presentations for example). Photoshop has evolved, expanding its print capabilities and adding Internet specific features essential to current and future web developers.

Photoshop CS

Upgrade today to Adobe® Photoshop® CS with Adobe ImageReady® CS software, and be more productive than ever before. Innovative features help you design faster, improve image quality, and manage your files with timesaving efficiency every professional needs.

Visual Basic 6.0

One of Microsoft's award-winning development tool, more than 50 percent of all professional developers are using the Visual Basic language. Visual Basic 6.0 is the most productive tool for creating high-performance enterprise and Web-based applications. Integrated Visual Database Tools and a RAD environment.

This is a 6 hours course. You will learn virtually everything you need to know about Visual Basic 6.0

Ebay Training Tutorial

Buying and Selling Online and much more..

Distribution of Products and Services:

Our marketing strategy revolves around promotion of our website and the continual attraction of users. We plan to employ a variety of methods to promote our brand to include strategic purchases of online advertising and website optimization on a test basis.

We also plan to target graphic schools, summer vocational programs, community centers, and large scale purchasers of educational tutorials through a wholesale program that we plan to implement offering quantity discounts for multiple purchases of our tutorials. We plan to prepare leaflets of our tutorials for mass mailing and distribution to select targets.

Technology & Operations

Our IVT Software, Inc. website and online learning platform was developed with a combination of proprietary technologies and commercially available licensed technologies and solutions to support our operations, along with our internally developed Website.

We intend to continue to enhance the capabilities of our Website to improve our understanding of customer needs and to incorporate useful information as it is uncovered and revealed to us.

We are building a robust and scalable user interface and processing system that is based on internally-developed proprietary software, using publicly available software in tandem with our own solutions.

Competition

The Company believes that its software is extremely intuitive and can be learned by any user quickly. The Company plans to sell its products at very competitive prices as a means to attract consumers. Since our licensing agreement allows us to reproduce and sell unlimited copies of the CD'S without any further payments to the licensor, we have the flexibility of pricing our CD'S very competitively.

Notwithstanding, the Company's educational videotape offerings compete with a variety of programs, including the Video Professor and a variety of other computer tutorials. Other companies sell integrated learning systems in which a wide variety of curricula, including areas covered by the Company's products, are taught through networked computer stations. Almost all of these competitors have greater financial resources, greater public and industry recognition and broader marketing capabilities than the Company. The market is characterized by numerous small companies, with whose products the Company may be unfamiliar, and which may be competitive with the Company's products. Additionally as a result of the Company's non-exclusive licensing agreement with the licensor of the computer tutorials, the Licensor has a right to grant non-exclusive licensing agreements to other parties which may be providing the same software as a competitor to our Company. We are hopeful that aggressive marketing of our products along with our competitive pricing model will enable us to become a viable business.

Intellectual Property

Windows XP

Excel XP

Flash MX

Visual Basic 6.0

Access XP

PowerPoint XP

PhotoShop 7.0

Ebay Training Tutorial

Word XP

Dream Weaver MX

PhotoShop CS

We have reserved the domain names www.computertutorialcds.com.

We regard our domain name and similar intellectual property (IP) as critical to our success. We rely on a combination of laws and contractual restrictions with our employees, customers, suppliers, affiliates, partners and others to establish and protect our proprietary rights. Despite these precautions, it may be possible for others to copy or otherwise obtain our IP without authorization. In addition, we cannot assure you that others will not independently develop substantially similar IP. Effective trademark protection may not be available or may not be sought by use in every country in which our offerings are made available, including the U.S.

From time to time, we may be subject to legal proceedings and claims in the ordinary course of our business, including claims of alleged infringement of the trademarks and other IP rights of third parties by our Company. In addition, litigation may be necessary in the future to enforce our IP rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others. Such litigation, regardless of the outcome or the merit, could result in substantial costs and diversion of management and technical resources, any of which may materially harm our business.

6. Dependence on one or a few customers.

The Company has not generated any revenues to date.

The Company's objective is to have a diversified clientele both retail and wholesale. We will need to raise substantial funds to enable us to aggressively market our product through public relations firms and effective advertising. There is no assurance we will be successful in raising additional funds. Because we are a new business, it is likely that at some point we may depend on one or a few customers for all of our business.

8. The need for government approval of principal products or services.

We are not aware of any requirement of government approvals for maintaining our website, and providing the services to our clients.

Employees:

The business of IVT Software, Inc. will be managed by our officer and director. We do not anticipate hiring any employees in the next twelve months. We plan to raise additional funds to expand our business. If we are successful in raising funds, we plan to hire key employees in product development, marketing, and for initiating strategic alliances. Our future success will depend in large part upon our ability to attract and retain highly qualified employees with superb marketing skills. Competition for such personnel is intense, and there can be no assurance that we will be able to retain our senior management or other key employees or that we will be able to attract and retain additional qualified personnel in the future. To date Martin Schwartz is providing all of the administrative and leadership functions. We have not entered into an employment agreement with Mr. Schwartz and we do not anticipate doing so in the foreseeable future.

ITEM 2. PROPERTIES:

Description of Properties

The address of our administrative office is:

196 North Crest Place

Lakewood, NJ 08701

Our CEO has agreed to provide his home office for administrative use by the Company free of charge. The office is equipped with standard office equipment including computers, scanners, copiers, and fax machine, telephones.

ITEM 3. LEGAL PROCEEDINGS:

Neither us, nor any of our officers or directors is a part’ to any material legal proceeding or litigation and such persons know of no material legal proceeding or contemplated or threatened litigation. There are no judgments against us or our officers or directors. None of our officers or directors has been convicted of a felony or misdemeanor relating to securities or performance in corporate office.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, AND RELATED STOCKHOLDERS MATTERS.

On September 8, 2008 the Company's Registration Statement filed with the Securities & Exchange Commission was declared effective. The Company has since engaged a market maker who has filed the 15c211 with Finra and was declared effective by Finra. As of April 12, 2009 no trades have been executed. Consequently, there is no trading range in the Company's shares. Furhtermore, even if a trading market develops, there is no assurance that it will be sustained. Consequently, a purchaser of shares may be unable to resell the securities should the purchaser desire to do so when eligible for public re-sales. Furthermore, the shares are not marginable and it is not likely that a lending institution would accept our common stock as collateral for a loan.

The Company authorized capital stock consists of 200,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of preferred stock, par value $0.0001 per share.

We currently have 13,419,167 shares of Common Stock issued and outstanding. No Preferred shares have been issued to date. As of June 1, 2010, the Company has 36 shareholders.

ITEM 6. SELECTED FINANCIAL DATA

As a small reporting company we are not required to provide Selected Financial Data.

ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS- PLAN OF OPERATIONS

This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Overview

Since our inception on March 15, 2006 our activities have been devoted primarily to developing a business plan, acquiring a licensing agreement for our computer tutorials, developing and designing our website, and raising seed capital for initiating our website and costs involved with this offering. During the past 12 months we implemented Phase 1 and Phase II of our website and launched our website April 1, 2009 which is located at www.computertutorialcds.com our domain location. Our website operates as our virtual business card and portfolio for our company as well as our online "home." It enables on line purchasing of the computer tutorials. The Company also implemented the on line study course infrastructure which enables a user to log on to our website and access the tutorials on line for a membership fee, and learn the tutorials at their own pace using our learning application infrastructure.

As of April 30, 2010 we have not generated any revenues. We will need to raise substantial funds in order to launch a broad marketing campaign to attract clients for our services in order to become a viable business.

On March 16, 2006 we entered into a non-exclusive licensing agreement with Mario Rizzo, the owner of the intellectual properties which include a series of computer tutorials. The Company paid a one time fee of $1,500. The duration of this license is self renewing and will never expire. The agreement allows the Company to reproduce and sell unlimited copies of the CD'S without any further payments to the licensor. Company is not obligated to pay any royalties on the proceeds we generate from the sale of the CD's.

On-going increases to development stage expenses are anticipated. As of April 30, 2010, we had $286 in cash available to us. We will need to raise additional funds for administrative, regulatory, and business development expenses required to continue our operations. We do not have sufficient funds to continue to operate.

Plan of Operation

We planned two phases of operations. Phase 1 involved the activities related the implementation of our website for the purpose of selling the tutorial CD'S and also for the development of our online learning infrastructure which will enable a user to pay a membership fee and access our study guides on line. This phase has been completed. Phase II centers around expanding our services through aggressive marketing, which will require that we raise additional funds to recruit key personnel and for new product development and for conducting an aggressive marketing campaign to attract clients who will purchase our CD'S and or memberships to our learning infrastructure. Phase II also involves acquiring additional licensing agreements for tutorials covering a larger segment of the tutorial market place, and also the in house development of educational videos and CD'S for the autism and special education market place

Phase II of our Plan of Operations:

Phase II centers around expanding our services through aggressive marketing, which will require that we raise additional funds to recruit key personnel and for conducting an aggressive marketing campaign to attract clients who will purchase our CD'S and or memberships to our learning infrastructure. Phase II also involves acquiring additional licensing agreements for tutorials covering a larger segment of the tutorial market place, and also the in house development of educational videos and CD'S for the autism and special education market place For executing Phase II of our operations, we will need to raise substantial funds in order to launch a broad marketing campaign to attract clients for our products and services in order to become a viable business. We cannot offer assurances that any additional funds will be raised when we require them or that we will be able to raise funds on suitable terms. Failure to obtain such financing when needed could delay or prevent our planned development and our marketing effort which is necessary for our business to become viable. If we do not become a viable business we will be forced to cease operations.

We will seek to raise $350,000 to $850,000 to fund our Phase II of our Plan of Operations.

All of the activities discussed below are contingent upon our success in raising the requisite additional capital to execute the second phase of our operations. If we are unsuccessful in raising additional capital, we will have insufficient funds to continue our business and will likely need to cease operations.

Provided we are successful in raising funds for Phase II, within 30 days following receipt of funds, we plan to hire a Chief Operations Officer as well as a Marketing Officer to assist us with our business operations. We anticipate the cost of these two key management positions will be approximately $120,000 per annum plus restricted stock and stock options.

We plan to budget $35,000 for administrative expenses, $50,000 for public relations and marketing of our tutorials $25,000 to obtain additional licenses for a broad range of tutorials and self help videos. We plan to expand our titles and our marketing efforts; relative to the amount of funds we are successful in raising.

Results of Operations

For the period from inception on March 15, 2006, through April 30, 2010 we had no revenue. Expenses for the period ending April 30, 2010 were $49,483 vs $43,413 for 2009. Aggregate loss from inception was $134,538.

Capital Resources and Liquidity.

As of April 30, 2010 the Company had available cash of $286.

Various funds had been advanced by the CEO, Mr. Martin Schwartz to the company. As of April 30, 2010 and 2009 Mr Schwartz has advanced an aggregate of $9,550. The advances are non-interest bearing. Interest has been imputed on these advances at 4.25% and charged to additional paid-in capital. During fiscal 2010 and 2009, Mr. Schwartz loaned $8,500 and $1,050 to the Company.

Our CEO has agreed to provide his home office for administrative use by the Company free of charge. Consequently we do not incur rent expenses.

At the current level of revenues and expenses, we do have not have sufficient funds to execute the activities of Phase II during the next 12 months. We will need to raise substantial funds in order to launch a broad marketing campaign to attract clients for our product in order to become a viable business. We cannot offer assurances that any additional funds will be raised when we require them or that we will be able to raise funds on suitable terms. Failure to obtain such financing when needed could delay or prevent our planned development and our marketing effort which is necessary for our business to become viable. To date, we have not entered into any funding agreement with any parties.

The Company intends to meet its long-term liquidity needs through available cash and cash flow as well as through additional financing from outside sources. Additional issuances of equity or convertible debt securities may result in massive dilution to the current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock.

If the Company fails to raise additional funds to execute its expansion plan, it is likely that the Company will not be able to operate as a viable entity and may be forced to go out of business.

Purchase of Significant Equipment

The Company does not plan any purchases of significant Equipment in the next 12 months.

Other:

Except for historical information contained herein, the matters set forth above are forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ from those in the forward-looking statements.

Off-Balance Sheet Arrangements:

We do not currently have any off-balance sheet arrangements. We do not anticipate entering into any off-balance sheet arrangements in the future.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We do not currently hold any market risk sensitive instruments entered into for hedging transaction risks related to foreign currencies. In addition, we have not entered into any transactions with derivative financial instruments for trading purposes.

ITEM 8. FINANCIAL STATEMENTS

See Appended Financial Schedules and Notes.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

On January 19, 2010, IVT Software, Inc. (the “Company”) was notified that the audit practice of Kempisty & Company Certified Public Accountants, P.C., the Company’s independent registered public accounting firm (“K&Co”), was combined with MaloneBailey, LLP (“MB”) effective as of January 1, 2010. On January 19, 2010, K&Co resigned as the independent registered public accounting firm of the Company and, with the approval of the Company’s Board of Directors, MB was engaged as the Company’s independent registered public accounting firm.

K&Co performed audit of the Company’s financial statements for the fiscal year ended April 30, 2009. K&Co’s report did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal years ended April 30, 2009 and April 30, 2008 and the subsequent interim period up through the January 19, 2010, there were no (i) disagreements between the Company and K&Co on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to its satisfaction, would have caused K&Co to make reference to the subject matter of such disagreements in connection with its report, or (ii) “reportable events,” as described in Item 304(a)(1)(v) of Regulation S-K.

As noted above, on January 19, 2010, the Company engaged the services of MB as the independent registered public accounting firm of the Company. During the fiscal years ended April 30, 2009 and 2008 and from April 30, 2009 through the engagement of MB as the Company’s independent registered public accounting firm, neither the Company nor anyone on its behalf consulted MB with respect to any accounting or auditing issues involving the Company. In particular, there was no discussion with the Company regarding the application of accounting principles to a specified transaction, the type of audit opinion that might be rendered on the financial statements, or any matter that was either the subject of a disagreement, as described in Item 304 of Regulation S-K, with K&Co, or a “reportable event” as described in Item 304(a)(1)(v) of Regulation S-K.

ITEM 9A T. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures . Under the supervision of our principal executive officer who is also the principal financial officer, we have evaluated the effectiveness of the design and operation of the Company's “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this annual report (the “Evaluation Date”).

Based on that evaluation, our principal executive officer concluded that our disclosure controls and procedures were not effective because of certain deficiencies involving internal controls which constituted a material weakness as discussed below. The material weakness identified did not result in the restatement of any previously reported financial statements or any other related financial disclosures, nor does management believe that it had any effect on the accuracy of our financial statements for the current reporting period.

Management’s Annual Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining “internal control over financial reporting,” as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only a reasonable assurance of achieving their control objectives.

Under the supervision and with the participation of our management, including our principal executive officer who is also the principal financial officer, we have evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on its evaluation, our principal executive officer who is also our principal financial officer concluded that there is a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness relates to the monitoring and review of work performed by our limited accounting staff in the preparation of financial statements, footnotes and financial data provided to our independent registered public accounting firm in connection with the annual audit. More specifically, the material weakness in our internal control over financial reporting is due to the fact that:

• The Company lacks proper segregation of duties. We believe that the lack of proper segregation of duties is due to our limited resources.

• The Company does not have a comprehensive and formalized accounting and procedures manual.

Management has concluded that until we have sufficient financial resources to supplement our accounting personnel, this material weakness will continue.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.

This report shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Changes in Internal Control Over Financial Reporting

No change in the Company’s internal control over financial reporting occurred during the year ended April 30, 2010 that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B OTHER INFORMATION

None

PART III

Directors Officers and Promoters:

The following table sets forth, as of April 30, 2010 the names and ages of all of our directors and executive officers; and all positions and offices held. The director will hold such office until the next annual meeting of shareholders and until his or her successor has been elected and qualified.

The board of directors has no standing committees.

Family Relationships

Henry Schwartz, our corporate secretary, is a nephew to Martin Schwartz, our CEO.

Business Experience

The following summarizes the occupation and business experience during the past five years for our sole officer and director, Martin Schwartz.

Martin Schwartz is the founder of IVT Software, Inc. and has been employed at IVT Software, Inc. as President, Treasurer, and Chairman of the Board of Directors since March 16, 2006. From October 1, 1999 until December 15, 2007 Mr. Schwartz was a stock broker at Grand Capital Corp. Mr. Schwartz received his Certificate in Business Administration in May 2006 from Stratford Career Institute Washington DC in 2003.

Henry Schwartz is the corporate secretary and has been employed at IVT Software, Inc. since April 23, 2009. Mr. Schwartz was the principal and president of Glittery Gifts, Inc. from May 2001-July 2008. He is currently a teacher at Joseph Gruss High School where he has been employed since September 2003.

Employment Agreements/ Terms of Office

None of the members of the Board of Directors or members of the management team presently has employment agreements with us.

Executive Compensation

Our directors will not receive a fee for attending each board of directors meeting or meeting of a committee of the board of directors. All directors will be reimbursed for their reasonable out-of-pocket expenses incurred in connection with attending board of director and committee meetings.

Equity Compensation Plan:

The Company has not issued any Employee Benefit Plan or Dividend Reinvestment Plan, thus none are being offered pursuant to an employee benefit plan or a dividend reinvestment plan, or any equity compensation plans.

Martin Schwartz is entitled to an annual base salary of $20,000 plus the annual sum of $4,000 for rent for providing the use of his Office to the Company. This amounts to an aggregate sum of $24,000 for the fiscal year ended April 30, 2010 and 2009. The following Summary Compensation Table sets forth the compensation for our executive officer for the past two years ended April 30, 2010.

Name & Principal Position	Year		Salary			Bonus		Restricted Stock Awards		Options		Payouts

Martin Schwartz		4-30-2010	$	20,000	*		-0-		-0-		-0-		-0-
Martin Schwartz		4-30-2009		20,000			-0-		-0-		-0-		-0-
Henry Schwartz		-0-		-0-			-0-		-0-		-0-		-0-
Henry Schwartz		0		-0-			-0-		-0-		-0-		-0-

*The sum of $24,000 represents officer's compensation and rent expenses incurred, but not paid out. These sums were credited to Additional Paid in Capital as contributed capital by the Officer.

None of the principals have outstanding options or warrants or other securities convertible into the Common Stock of the Company.

During the past five (5) years, no present or former director, executive officer or person nominated to become a director or an executive officer of the Company has:

(1) filed a petition under the Federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by the court for the business or property of such person, or any partnership in which he was a general partner at or within two (2) years before the time of such filings, or any corporation or business association of which he was an executive officer at or within ten (10) years before the time of such filing;

(2) was convicted in a criminal proceeding or named subject of pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting, the following activities was subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting, the following activities:

(i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by

the Commodity Futures Trading Commission or an associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliate person, director or employee of any investment company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii) Engaging in any activities in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State Securities laws or Federal commodities laws;

(4) was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than sixty (60) days the right of such person to engage in any activity described above under this subsection (3)(i) above, or to be associated with persons engaged in any such activities;

(5) was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed suspended or vacated.

(6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

ITEM 12. Security Ownership Of Certain Beneficial Owners And Management

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding common stock as of April 30, 2010 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner		Percent of Class

Common Stock	Martin Schwartz		9,000,000		67	%

Common Stock	Henry Schwartz		3,333		-
Common Stock	All executive officers and directors as a group		9,003,333		67	%

The percent of class is based on 13,419,167 shares of common stock issued and outstanding as of April 30, 2009. Pursuant to the rules and regulations of the Securities and Exchange Commission, shares of Common Stock that an individual or entity has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purposes of computing the percentage ownership of such individual or entity, but are not deemed to be outstanding for the purposes of computing the percentage ownership of another person or entity shown in the table.

ITEM 13. Certain Relationships and Related Transactions

No entity or person has any direct or indirect material interest in any transaction to which we are a party since our incorporation or in any proposed transaction to which we are proposed to be a party:

A. Any of our directors or officers

B. Any proposed nominee for election as our director;

C. Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our Common Stock; or

D. Any relative or spouse of any of the foregoing persons, or any relative of such spouse, who has the same house as such person or who is a director or officer of any parent or subsidiary of our company.

Disclosure of Sec Position of Indemnification for Securities Act Liabilities

Our corporate Bylaws provide that directors and officers shall be indemnified by us to the fullest extent authorized by Nevada General Corporation Law us to the fullest extent authorized by the Nevada General Corporation Law, against all expenses and liabilities reasonably incurred in connection with services for us or on our behalf. The bylaws also authorize the board of directors to indemnify any other person who we have the power to indemnify under the Nevada General Corporation Law, and indemnification for such a person may be greater or different from that provided in the bylaws.

Insofar as indemnification for liabilities arising under the Securities Act might be permitted to directors might be permitted to directors, officers or persons controlling our Company under the provisions described above, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

(a) Audit Fees. During the years ended April 30, 2010 and 2009 the aggregate fees billed by the Company's auditors, for services rendered for the audit of our annual financial statements and the review of the financial statements included in our quarterly reports on Form 10-Q and for services provided in connection with the statutory and regulatory filings or engagements for those fiscal years was $8,049 and $8,000, respectively.

(b) Audit-Related Fees. None

ITEM 15. EXHIBITS

Exhibit 31-1

Exhibit 32-1

IVT SOFTWARE, INC

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

APRIL 30, 2010

IVT SOFTWARE, INC

(A DEVELOPMENT STAGE COMPANY)

INDEX

	PAGE

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	2-3

BALANCE SHEETS	4

STATEMENTS OF OPERATIONS	5

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)	6

STATEMENTS OF CASH FLOWS	7

NOTES TO FINANCIAL STATEMENTS	8 - 11

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

IVT Software, Inc.

(A development stage company)

Lakewood, New Jersey

We have audited the accompanying balance sheet of IVT Software, Inc. (a development stage company) as of April 30, 2010 and the related statements of operations, changes in stockholders' equity (deficit) and cash flows for the year then ended and for the period from March 15, 2006 (inception) through April 30, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements for the period March 15, 2006 (inception) through April 30, 2009, were audited by other auditors whose reports expressed unqualified opinions on those statements. The financial statements for the period March 15, 2006 (inception) through April 30, 2009, include total revenues and net loss of $0 and $85,055, respectively. Our opinion on the statements of operations, shareholders' equity (deficit), and cash flows for the period March 15, 2006 (inception) through April 30, 2010, insofar as it relates to amounts for prior periods through April 30, 2009, is based solely on the report of other auditors.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required at this time, to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of IVT Software, Inc. (a development stage company) as of April 30, 2010 and the results of its operations and cash flows for the year then ended and for the period from March 15, 2006 (inception) through April 30, 2010, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has no established source of revenue and has incurred an accumulated loss of $134,538 since inception. This raises substantial doubt about its ability to continue as a going concern. Management's plans in regards to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from outcome of this uncertainty.

/s/ MaloneBailey, LLP

New York, New York

www.malonebailey.com

June 24, 2010

F-2

KEMPISTY & COMPANY

CERTIFIED PUBLIC ACCOUNTANTS, P.C.

15 MAIDEN LANE - SUITE 1003 - NEW YORK, NY 10038 - TEL (212) 406-7272 - FAX (212) 513-1930

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

IVT Software, Inc.

(A development stage company)

We have audited the accompanying balance sheets of IVT Software, Inc. (a development stage company) as of April 30, 2009 and 2008 and the related statements of operations, changes in stockholders' equity (deficit) and cash flows for the two years then ended and for the period March 15, 2006 (inception) through April 30, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of IVT Software, Inc. (a development stage company) as of April 30, 2009 and 2008 and the results of its operations and cash flows for the two years then ended and for the period March 15, 2006 (inception) through April 30, 2009, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has no established source of revenue and has incurred an accumulated loss of $85,055 since inception. This raises substantial doubt about its ability to continue as a going concern. Management's plans in regards to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from outcome of this uncertainty.

/s/ Kempisty & Company

Certified Public Accountants PC

New York, New York

May 27, 2009

F-3

IVT Software, Inc

(A Development Stage Company)

Balance Sheets

		April 30,
ASSETS		2010		2009

Current Assets
Cash and cash equivalents	$	286	$	1,168

Total Current Assets		286		1,168

Property & equipment, net of depreciation		377		677
IP licensing agreement, net of amortization		-		675
IP website development, net of amortization		-		14,750

Total Assets	$	663	$	17,270

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Officer's loan	$	9,550	$	1,050
Accounts payable		3,500		3,500
Total Current Liabilities		13,050		4,550

COMMITMENTS AND CONTINGENCIES		-		-

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock $0.0001 par value, authorized
10,000,000 shares, none issued & outstanding		-		-
Common stock, $0.0001 par value ,
authorized 200,000,000 shares; 13,419,167
shares issued & outstanding		1,341		1,341
Additional paid in capital		120,810		96,434
Accumulated deficit during the developmental stage		(134,538)		(85,055)
Total Stockholders' Equity (Deficit)		(12,387)		12,720

Total Liabilities and Stockholders' Equity (Deficit)	$	663	$	17,270

The accompanying notes are an integral part of these financial statements.

F-4

IVT Software, Inc

(A Development Stage Company)

Statements of Operations

						For the Period
						March 15,
						2006
		For the Year Ended				(Inception) to
		April 30,				April 30,
		2010		2009		2010

REVENUES	$	-	$	-	$	-

OPERATING EXPENSES
General and administrative		13,382		22,563		51,537
Officer's compensation		20,000		20,000		65,000
Impairment		12,125		-		12,125
Depreciation and amortization		3,600		850		5,500
Interest expense		376		-		376
Total operating expenses		49,483		43,413		134,538

NET LOSS	$	(49,483)	$	(43,413)	$	(134,538)

LOSS PER COMMON SHARE
Basic and Diluted	$	(0.00)	$	(0.00)

WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING		13,419,167		12,950,000

The accompanying notes are an integral part of these financial statements.

F-5

IVT Software, Inc

(A Development Stage Company)

Statements of Changes in Stockholder’s Equity (Deficit)

For the period March 15, 2006 (Inception) to April 30, 2010

	Common Stock				Additional				Total
	$0.0001 Par Value				Paid in		Accumulated		Stockholders'
	Shares		Amount		Capital		Deficit		Equity (Deficit)

Inception March 15, 2006	-	$	-	$	-	$	-	$	-
Net income(loss) for period March 15, 2006
(inception) to April 30, 2006	-		-		-		-		-
Balance as of April 30, 2006	-		-		-		-		-

Common shares issued to
founder in May 2006	12,000,000		1,200		-		-		1,200
Officer's compensation credited to additional
paid in capital in April 2007	-		-		5,000		-		5,000
Rent credited to additional paid in capital
in April 2007	-		-		1,000		-		1,000
Net loss for the year ended April 30, 2007	-		-		-		(8,487)		(8,487)
Balance as of April 30, 2007	12,000,000		1,200		6,000		(8,487)		(1,287)

Common shares issued for cash
in private placement in Feb 2008	919,167		91		27,484		-		27,575
Officer's compensation credited to additional
paid in capital in April 2008	-		-		20,000		-		20,000
Rent credited to additional paid in capital	-		-		4,000		-		4,000
Net loss for the year ended April 30, 2008	-		-		-		(33,155)		(33,155)
Balance as of April 30, 2008	12,919,167		1,291		57,484		(41,642)		17,133

Officer's compensation credited
to additional paid in capital	-		-		20,000		-		20,000
Rent credited to additional paid in capital	-		-		4,000		-		4,000
Common stock issued for intangible assets	500,000		50		14,950		-		15,000
Net loss for the year ended April 30, 2009	-		-		-		(43,413)		(43,413)
Balance as of April 30, 2009	13,419,167		1,341		96,434		(85,055)		12,720

Officer's compensation credited
to additional paid in capital	-		-		20,000		-		20,000
Rent credited to additional paid in capital	-		-		4,000		-		4,000
Imputed interest for office loan	-		-		376		-		376
Net loss for the year ended April 30, 2010	-		-		-		(49,483)		(49,483)
Balance as of April 30, 2010	13,419,167	$	1,341	$	120,810	$	(134,538)	$	(12,387)

The accompanying notes are an integral part of these financial statements.

F-6

IVT Software, Inc

(A Development Stage Company)

Statements of Cash Flows

						For the Period
						March 15,
						2006
		For the Year Ended				(Inception) to
		April 30,				April 30,
		2010		2009		2010


Cash flows from operating activities
Net loss	$	(49,483)	$	(43,413)	$	(134,538)
Officers compensation and rent
charged to paid in capital		24,000		24,000		78,000
Depreciation and amortization		3,600		850		5,500
Impairment of intangible assets		12,125		0		12,125
Imputed interest on officers' loan		376		-		376
(Increase)decrease in accrued expenses		-		(4,000)		3,500
Net cash used by operating activities		(9,382)		(22,563)		(35,037)

Cash flows from investing activities
Licensing agreement		-		-		(1,500)
Property and equipment		-		-		(1,502)
Net cash used by investing activities		-		-		(3,002)

Cash flows from financing activities
Officer's loan		8,500		-		9,550
Issuance of shares for officer		-		-		1,200
Sale of common stock with warrants		-		-		27,575
Net cash provided by financing activities		8,500		-		38,325

Net increase (decrease) in cash		(882)		(22,563)		286

Cash and cash equivalents, beginning of period		1,168		23,731		-

Cash and cash equivalents, end of period	$	286	$	1,168	$	286

Cash paid for interest	$	-	$	-	$	-
Cash paid for income taxes		-		-		-

Supplemental disclosures:
Noncash investing and financing activities:
Issuance of common stock for
IP website development	$	-	$	15,000	$	15,000

The accompanying notes are an integral part of these financial statements.

F-7

IVT Software, Inc

(A Development Stage Company)

Notes to Financial Statements

April 30, 2010

NOTE 1 – GENERAL ORGANIZATION AND BUSINESS

IVT Software, Inc. was incorporated on March 15, 2006 in Nevada. The Company currently has no operations and in accordance with ASC 915 is considered to be in the development stage.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has had recurring net losses and a working capital deficit as of April 30, 2010 and 2009. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.

The Company’s activities to date have been supported by equity financing and shareholder loans. Management plans to seek funding from its shareholders and other qualified investors to pursue its business plan. In the alternative, the Company may be amenable to a sale, merger or other acquisition in the event such transaction is deemed by management to be in the best interests of the shareholders.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

For the purpose of the statements of cash flows, cash equivalents include all highly liquid investments with maturity of three months or less.

Stock Based Compensation

Under ASC 718 (formerly SFAS No. 123(R)), the Company measures the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the respective vesting periods of the option grant.

Income Taxes

The Company provides for income taxes under ASC 740 “Accounting for Income Taxes”. ASC 740 requires the use of an asset and liability approach in accounting for income taxes.

ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. No provision for income taxes is included in the financial statements due to its immaterial amount.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Net Income (Loss) per Common Share

Net income (loss) per common share is computed based on the weighted average number of common shares outstanding and common stock equivalents, if not anti-dilutive. The Company has not issued any potentially dilutive securities.

F-8

IVT Software, Inc

(A Development Stage Company)

Notes to Financial Statements

April 30, 2010

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue and Cost Recognition

The Company recognizes revenue on arrangements in accordance with ASC 605. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectibles is reasonably assured.

Recent Accounting Pronouncements

The Company does not expect any recent account pronouncements to have a significant impact on its financial position or results of operations

Intellectual Properties

The Company has adopted the provisions of ASC 356-50 (formerly Emerging Issues Task Force 00-2), “Accounting for Web Site Development Costs.” Costs incurred in the planning stage of a website are expensed as research and development while costs incurred in the development stage are capitalized and amortized over the life of the asset, estimated to be five years. Expenses subsequent to the launch will be expensed as research and development expenses. The Company will expense upgrades and revisions to its websites as incurred.

Impairment of Long-Lived Assets

In accordance with ASC 350-10 (formerly Statement of Financial Accounting Standards (SFAS) No. 144,) "Accounting for the Impairment or Disposal of Long-Lived Assets", the Company periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset's estimated fair value and its book value.

Property and Equipment

Depreciation and amortization are recognized principally on the straight line method in amounts adequate to amortize costs over the estimated useful lives of the respective assets. The estimated useful life of equipment is five years.

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

		April 30,
		2010		2009
Equipment	$	1,502	$	1,502
Less: Accumulated depreciation		(1,125)		(825)
Total	$	377	$	677

Property and equipment are recorded at cost and depreciated over a straight-line basis over their estimated useful lives of 5 years. The depreciation expense for the years ended April 30, 2010 and 2009 was $300 and $300, respectively.

F-9

IVT Software, Inc

(A Development Stage Company)

Notes to Financial Statements

April 30, 2010

NOTE 5 – INTANGIBLE ASSETS - LICENSING AGREEMENT

Intangible asset consists of the following:

		April 30,
		2010		2009
IP Licensing Agreement	$	1,500	$	1,500
Less: Impairment of asset		(375)
Less: Accumulated amortization		(1,125)		(825)
Total	$	0	$	675

Intangible assets consist of license agreements which are recorded at cost and amortized over a straight-line basis. The amortization expense for the years ended April 30, 2010 and 2009 was $300 and $300, respectively.

As of December 31, 2009, the Company evaluated the above licensing agreement for impairment in accordance with FASB ASC 360-10. The Company determined that the discounted future cash flows expected to be generated from the licensing agreement were $0, and accordingly recorded an impairment loss of $375.

NOTE 6 – INTANGIBLE ASSETS - WEBSITE DEVELOPMENT

Intangible asset consists of the following:

		2010		2009
Website development	$	15,000	$	15,000
Less: Impairment of asset		(11,750)
Less: Accumulated amortization		(3,250)		(250)
Total	$	0	$	14,750

On April 11, 2009, the Company issued 500,000 shares for website development services valued at $15,000.

Intangible assets consist of website development which are recorded at cost and amortized over a straight line basis. The amortization expense for the years ended April 30, 2010 and 2009 was $3,000 and $250 respectively.

As of December 31, 2009, the Company evaluated the above website development costs for impairment in accordance with FASB ASC 360-10. The Company determined that the discounted future cash flows expected to be generated from the website development costs were $0, and accordingly recorded an impairment loss of $11,750.

NOTE 7 – OFFICERS’ COMPENSATION

The officer has taken no actual compensation since inception. Officer's compensation has been charged $20,000 during the years ended April 30, 2010 and 2009 respectively and credited to additional paid in capital.

NOTE 8 – DUE TO SHAREHOLDER/OFFICER

Various funds had been advanced by the CEO, Mr. Martin Schwartz to the company. As of April 30, 2010 and 2009, Mr. Schwartz has advanced an aggregate of $9,550. The advances are non-interest bearing. Interest has been imputed on these advances at 4.25% and charged to additional paid-in capital. During fiscal 2010 and 2009, Mr. Schwartz loaned $8,500 and $1,050 to the Company.

NOTE 9 – COMMITMENTS AND CONTINGENCIES

The Company is occupying the premises of its CEO rent free. The Company has charged $4,000 to paid-in capital for rent for the years ended April 30, 2010 and 2009.

F-10

IVT Software, Inc

(A Development Stage Company)

Notes to Financial Statements

April 30, 2010

NOTE 10 – INCOME TAXES

Below is a chart showing the estimated corporate federal net operating loss (NOL) and the year in which it will expire.

Year		Amount	Expiration

2007	$	8,487	2026
2008		33,155	2028
2009		43,413	2029
2010		49,483	2030

Total NOL	$	134,538

The total deferred tax asset due to net operating losses was $26,931 and 18,712 at April 30, 2010 and 2009. The Company has recorded a full valuation allowance for its deferred tax assets as of April 30, 2010 and 2009.

NOTE 11 – SUBSEQUENT EVENTS

Subsequent to April 30, 2010, our CEO, Mr. Martin Schwartz advanced $3,500 to the Company.

F-11

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on July 7, 2010.

Extreme Home Staging, Inc.

By:	/s/ Martin Schwartz

	Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature Title

/s/ Martin Schwartz Chairman and Chief Executive Officer

Date: July 7, 2010

Date of Employment

Martin Schwartz

President, Chief Executive Officer, Chief Financial Officer Treasurer, Director, Chairman of the Board

March 15, 2006

Henry Schwartz

April 23, 2009